Gulfshore Mustang Club of Southwest FloridaBy-Laws

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ARTICLE I – ORGANIZATIONSection 1. The name of the club shall be “GulfShore Mustang Club of Southwest Florida” (GSMC). GSMC is a non-profit volunteer organization governed by these by-laws.Section 2. GulfShore Mustang Club of Southwest Florida is a chartered regional affiliate of Mustang Club of America.ARTICLE II – PURPOSES The following are the purposes for which this club has been organized: For the restoration and preservation of the Ford Mustang. We will be dedicated to fun, informative activities. This club will do the things it’s members want and to present informative clinics to help in the restoration and upkeep of your pony. Events will include cruises, shows, rallies, etc. Social events will include picnics, barbecues, etc.ARTICLE III – MEMBERSHIPSection 1. Membership in this club shall be open to all who currently hold a valid drivers license and own a Ford Mustang or have an interest in the Ford Mustang.Section 2. Each paid membership can include all the residents at the mailing address (Family membership.) Only one vote for each paid membership during meetings and/or elections.Section 3. Members maintain their good standing in GSMC by proper payment of dues and by conduct consistent with the by-laws of GSMC.Section 4. Members of GSMC are responsible for their individual actions as part of GSMC.Section 5. Suspension, Expulsion, Reinstatement by Board of Directors: The Board of Directors shall have summary powers by vote of a majority of its members, to suspend or expel and terminate the membership of any member for conduct which in its opinion disturbs the order, dignity, business or harmony or impairs the good name, popularity, good will or prosperity of the organization, or which is likely to be in violation of these by-laws or the rules and regulations of the club which may be taken at any meeting of such board. The proceedings of the Board of Directors in such matters shall be final and conclusive.Section 6. If a membership is suspended, revoked or refused for renewal, written notice shall be given to the member by certified mail from the Board of Directors. At the Board’s discretion, membership dues may be refunded at a prorated amount. In the case of a suspension, the period of suspension must be given within the letter.

-- { Page 2 Start} --ARTICLE IV – MEETINGSSection 1. The annual membership meeting of this club shall be held in the month of January each and every year, the date and place to be determined by the Board of Directors at the November board meeting.Section 2. The Secretary shall cause to be mailed or e-mailed to every member in good standing at his or her address, as it appears in the membership roll book in this club, a notice telling the time and place of such annual meeting.Section 3. Regular meetings of this club shall be held monthly. The time and place of the meetings shall be determined by the membership.Section 4. The Board of Directors shall meet monthly – this meeting shall have a fixed time and place to be determined by the board. All members of GSMC are invited to all board meetings.Section 5. The president may call special meeting(s), those being either for the General Membership or for the Board of Directors of this club, when it is deemed necessary for the best interest of the club. Notices of such meeting(s) shall be mailed or e-mailed to all members at their addresses as they appear in the membership roll book at least forty-eight (48) hours before the scheduled date set for such special meeting(s). Such notice shall state the reasons that the meeting(s) has been called, the business to be transacted at such meeting(s), and who called it. At the request of any member the president shall cause a special meeting to be held, but such request must be made in writing at least ten (10) days before the requested scheduled date.Section 6. No other business but that specified in the notice may be transacted at such special meeting(s) without the unanimous consent of all members present at such meeting(s).ARTICLE V – ELECTIONSSection 1. Any member in good standing may serve as an officer or board member of GSMC.Section 2. Election of officers shall be held at the annual meeting of GSMC in January.Section 3. Nominations may be made from the floor on the date of the annual meeting, or as early as the November General Meeting. People desiring to serve may nominate themselves.Section 4. At all meetings, all votes shall be by voice or by hand rising. A simple majority is required.Section 5. The President will abstain from the vote so that he or she could be the tie-breaking vote if it is needed.Section 6. The right to vote will be extended to only members current in their dues, one vote per membership.

-- { Page 3 Start } --Section 7. At the conclusion the results shall be physically affixed in the minute book to the minutes of that meeting.ARTICLE VI – ORDER OF BUSINESS 1. Roll Call. 2. Reading of the Minutes of the preceding meeting. 3. Reports of Committees. 4. Reports of the Officers. 5. Old and unfinished business. 6. New business. 7. Adjournment.ARTICLE VII – BOARD OF DIRECTORSSection 1. The duration for the term of office for President, Vice President, Treasurer, and Secretary shall be for a maximum of two (2) consecutive terms. Said term(s) is defined as twelve (12) consecutive calendar months commencing at the first General Membership held in the month of February of each calendar year. The President, Vice President, Treasurer, and Secretary may serve non-concurrently in a different board level position also subject to the above mentioned term constraints, that being a maximum of two (2) consecutive terms. All new officers shall begin their terms at the end of the annual meeting.Section 2. The officers of the organization shall be as follows: 1. President, 2. Vice President, 3. Secretary, 4. Treasurer, 5. Mustang Club of America Regional Group National Director (This position may be held concurrently while holding another officer position.) The above officers must be members of Mustang Club of America to maintain GSMC’s charter. GSMC will subsidize the officers’ MCA membership requirement by reimbursing them of one half annual dues upon their request. In addition to the five (5) officers, there will be three (3) Board members for a maximum total of eight (8).Section 3. The Club President is the Chief Executive Officer of this Club and is responsible for presiding over all business meetings and at all meetings of the Executive Board. The President and Treasurer shall be the only club members who may sign / authorize checks and drafts from GSMC. The Club President shall have such powers as may be reasonably construed as belonging to the chief executive of any club. The Club President shall preside at all meetings. The President will abstain from the vote so he or she could be the tie-breaking vote if it is needed.Section 4. The Vice President assists the President whenever required, and in the case of the absence or disability of the President, is vested with the powers of the President.-- { Page 4 Start } --

Section 5. The club Secretary is responsible for the Club records and correspondence. The Club Secretary has custody of the Club’s Charter, bylaws and all other records and documents of GSMC; keeps an accurate record of the meetings and activities of this club and of the Board of Directors; maintains an accurate and complete roster of individual members of this Club, including the address and status of each individual member; and transmits the same to the Club President, as well as to the successor in office at the end of that Secretary’s term. The Club Secretary provides notices of meetings as required by these bylaws, and immediately notifies the Club President of any change in the roster of individual members.Section 6. The Club Treasurer is responsible for Club financial policies, procedures, and controls. The Club Treasurer receives and disburses, with the approval of the Board of Directors, all club funds; and keeps an accurate account of all transactions. The Club Treasurer will deposit and maintain all funds in a regular business bank. The Club Treasurer must be one of the two officers who shall sign checks or drafts of the organization. The Club Treasurer shall make financial reports to this Club and to the Board of Directors monthly, and shall transmit the accounts and all undistributed funds to the successor in office at the end of the Club Treasurer’s term.Section 7. Mustang Club of America Regional Group National Director is the liaison between MCA and the regional group. This officer is also a member of the MCA National Board and may vote in person or by proxy at MCA Board of Directors meetings. It is the responsibility of this officer to communicate business of the national organization to the local chartered club. This officer is also responsible for providing a membership list to Mustang Club of America (MCA) annually. This list must include the MCA number for all GSMC members who belong to MCA.Section 8. The Immediate Past Club President provides advice and counsel as requested by the Club President, but does not vote with the Board of Directors unless elected to one of the other Board Positions.Section 8.1 All Board Members will be required to make themselves available to chair at least one of the standing committees.Section 9. Any officer may also chair any standing or special committee of GSMC and/or MCA Regional Director position.Section 10. No officer for reason of his office shall be entitled to receive any salary or compensation.Section 11. Officers and other members shall be reimbursed for approved expenses of the club.Section 12. Officers not performing their duties can be removed from office by a majority vote of the membership present at a special meeting as described in Article IV, Sections 5 & 6, or at any regular scheduled membership meeting provided that a minimum of twelve (12) days notice by mail or e-mail is given to the membership that this vote will be on the agenda for that meeting.Section 13. All officers mus be members of Mustang Club of America.Section 14. The above positions constitute the Board of Directors of GSMC. The board may conduct business with a quorum of 4 members.

-- { Page 5 Start } --Section 15. The Board of Directors is the policy determining body of GSMC within provisions set forth by the bylaws, as well as the day-to-day operations of GSMC.Section 16. The President has the power to fill vacancies that occur between annual elections, subject to a majority vote of the Board of Directors.Section 17. The Board of Directors sets the time and place of the Board meetings.Section 18. The Board of Directors can act, if necessary, by mail, telephone, or electronic mail ballot, upon majority vote of the entire Board.ARTICLE VIII – EXPENSESSection 1. The Board of Directors shall prepare a budget for the calendar year based on anticipated revenues and present it at the annual meeting.Section 2. All merchandise is purchased for the club over $100.00 shall require Board approval. For any merchandise requiring artwork/logos, Board approval of vendor’s artwork, final proof and cost is required prior to purchase.Section 3. The Treasurer and President shall be the only officers authorized to sign checks.ARTICLE IX – COMMITTEESSection 1. All committees of this club shall be appointed by the Club President and approved by the Board of Directors and their term of office shall be for a period of one (1) year or less if sooner terminated by the action of the Club President.Section 2. Officers of GSMC shall not be precluded from being members of standing or special committees.Section 3. The Permanent Committees shall be:A. Membership Committee: is responsible for organizing a program that ensures individual retention and promoting growth of the club. A.1 Sunshine Committee shall be a permanent sub-committee of the Membership Committee. Its purpose shall be to offer sympathy cards, flowers and the like for club members or their families suffering illnesses, surgeries, or loss of life, on behalf of the membership. It shall be funded solely by donation and those funds shall be kept in the club’s treasury while being accounted for continually by the Treasurer. The funds for this sub-committee shall only be disbursed otherwise upon the dissolution of the club as prescribed for all the clubs funds in these by-laws.-- { Page 6 Start} --

A.2 MCA membership Support Committee shall be a permanent sub-committee of the Membership Committee. Its purpose shall be to provide funding to any member requesting financial assistance beyond the 50% subsidy of MCA dues provided for elsewhere in these by-laws, to facilitate MCA dues requirements of serving as a club officer. Funds for this purpose shall be provided solely by donation and those funds shall be kept in the club’s treasury while being accounted for continually by the Treasurer. The funds for this sub-committee shall only be disbursed otherwise upon dissolution of the club as prescribed for all the clubs funds in these by-laws.B. Activities Committee: Is responsible for organizing monthly events and activities for the club.C. Communications Committee: Is responsible for the club website and/or newsletter. This committee shall work closely with the board and activities committee to post all events on the website.ARTICLE X – DUES AND ASSESSMENTSSection 1. The dues shall be as set by the Board of Directors and approved by membership at the annual meeting.Section 2. Dues for members joining for the first time from July 1st through November 31st shall be one half of the annual dues. Dues for new members joining for the first time during December shall be the full annual amount but also will apply to the following calendar year as well. Thereafter, membership renewal dues shall be at the full annual amount. Annual renewal dues are payable by cash or check by the date of the January annual meeting.Section 3. The Board of Directors will set fees for various activities and merchandise.Section 4. In case of dissolution of GSMC, the Board of Directors shall after paying or making provisions to pay all liabilities of GSMC, make a donation to the club’s charity or charities.ARTICLE XI – NON-PROFIT STATUS AND LIABILITY INSURANCESection 1. The Treasurer of GSMC shall maintain the annual renewal of GSMC status as an incorporated non-profit organization, registered with the State of Florida.Section 2. GSMC shall procure and maintain liability insurance in appropriate amounts.ARTICLE XII – AMENDMENTSSection 1. These By-Laws may be altered, amended, repealed or added to at the annual meeting and by the affirmative vote of the majority of the members present at the meeting.Section 2. A proposed amendment must be either approved by a majority vote of the complete Board or must be supported by a petition signed by a majority of members in good standing.

-- { Page 7 Start } --Section 3. All members must receive a copy of the proposed by-law changes before they are voted on.Section 4. The Board can implement emergency action contrary to these by-laws upon majority vote of the entire Board if it is deemed that such action is in the best interests of GSMC and the necessary prompt remedy does not permit the time needed for the amendment process as described above. Any emergency action of this nature is temporary and must be followed by the usual amendment process to become permanent.

Revisions recommended and approved by the Board of Directors 12/20/2012